ToddWallace

Of Counsel

Dallas + 1.214.969.3713

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Todd Wallace has more than 30 years experience dealing with federal income tax issues for complex structures and novel products.

Todd has advised tax equity investors (and sometimes others) on investments relating to billions of dollars of all varieties of tax credits, including solar and wind, low-income housing, new markets, historic rehabilitation, refined coal, carbon sequestration, and other more unusual tax credits. He also focuses on structured finance products and securitizations, particularly those involving income from tax-exempt bonds (such as tender option bonds and variable or fixed rate preferred stocks).

Todd is also the senior tax lawyer in the Firm's U.S. energy tax practice, working extensively for more than 30 years with federal income tax issues of particular interest to oil and gas (upstream, midstream, and downstream) and renewable energy clients.

Todd is coordinator of the Firm's Tax Practice in its Texas offices and has served as chair of the Firm's Tax Opinions Committee. He has been listed in The Best Lawyers in America for the last 14 years.

Experience

  • MPLX and Marathon Petroleum Corporation acquire MarkWest Energy for $20 billion, creating fourth-largest MLPJones Day advised MPLX LP and Marathon Petroleum in MPLX's acquisition of MarkWest Energy Partners, L.P.
  • Sprint obtains $1.1 billion for sale and lease-back of certain leased devices to Mobile Leasing SolutionsJones Day represented Sprint Corporation ("Sprint"), a communications services company, in connection with its $1.1 billion mobile wireless handset device sale and lease-back transaction with newly formed Mobile Leasing Solutions, LLC, a provider of mobile device financing to carriers.
  • Citibank serves as liquidity provider and Citigroup Global Markets serves as remarketing agent in $667 million VRDP Shares issuance by Nuveen closed-end municipal bond fundJones Day represented Citibank, N.A., as liquidity provider, and Citigroup Global Markets Inc., as remarketing agent, in connection with the US$667 million issuance by Nuveen Enhanced AMT-Free Municipal Credit Opportunities Fund (NVG) of Variable Rate Demand Preferred Shares (VRDP Shares) relating to the reorganization of other Nuveen municipal bond funds with and into NVG.
  • Enable Midstream Partners completes $575 million IPOJones Day served as co-counsel to Enable Midstream Partners, LP, an owner, operator, and developer of strategically located natural gas and crude oil infrastructure assets, in connection with its $575 million initial public offering of common units representing limited partner interests, underwritten by Morgan Stanley, Barclays Capital, Goldman Sachs & Co., Citigroup, Deutsche Bank Securities, J.P. Morgan, UBS Investment Bank, Wells Fargo Securities, BofA Merrill Lynch, Credit Suisse, and RBC Capital Markets.
  • Morgan Stanley acts as initial purchaser in $152 million Rule 144A offering of iMTP by eight Eaton Vance municipal bond fundsJones Day represented Morgan Stanley & Co. LLC, as initial purchaser, in connection with the $152 million offering under Rule 144A by eight Eaton Vance municipal bond funds of Institutional MuniFund Term Preferred Shares (iMTP Shares).
  • Chevron sold its Hawaii refining, distribution, and retail assets to Island Energy Services, LLCJones Day advised Chevron U.S.A. Inc. in its sale to Island Energy Services, LLC, a wholly owned subsidiary of One Rock Capital Partners, LP, of all of Chevron's refining, distribution, and retail assets located in Hawaii, including the 58,000 barrel-per-day refinery in Kapolei, interests in a network of 58 retail service stations, four product distribution terminals on Oahu, Maui, Kauai, and Hawaii Island, pipeline distribution systems, and other related downstream assets statewide.
  • KeyBank provides $106.8 million financing for five wind-powered electric generating projects in OregonJones Day represented KeyBank National Association in connection with the $106.8 million back leveraged project financing for the acquisition, development, and construction of five wind-powered electric generating projects with a total generating capacity of 50 MW located in Baker County, Oregon and sponsored by D.E. Shaw Renewable Investments, L.L.C., a leading generator of wind and solar power in North America.
  • Atlas Energy announces $1.7 billion Marcellus Shale joint venture with Reliance Industries, India's largest private sector companyJones Day represented Atlas Energy, Inc. and Atlas Energy Resources, LLC (collectively, "Atlas") in a $1.7 billion joint venture transaction with a wholly-owned subsidiary of Reliance Industries Limited ("Reliance"), the largest private sector company in India and a global energy leader.
  • Temasek-led consortium acquires majority stake in Frac Tech Holdings, U.S.-based oilfield service companyJones Day advised Maju Investments (Mauritius) Pte Ltd, a subsidiary of Temasek Holdings (Private) Limited ("Temasek"), which led a consortium of international investors in the acquisition of a majority stake in the U.S.-based oilfield service company Frac Tech Holdings, LLC.
  • Atlas Pipeline Partners sells 49% stake in Laurel Mountain Midstream joint venture to Atlas Energy for $403 millionJones Day advised Atlas Pipeline Partners, L.P. in the $403 million sale of its 49% stake in Laurel Mountain Midstream, LLC joint venture to Atlas Energy, Inc.
  • Toronto-Dominion Bank serves as liquidity provider and TD Securities serves as remarketing agent in $196 million VRDP Shares issuance by Nuveen closed-end municipal bond fundJones Day represented The Toronto-Dominion Bank, as liquidity provider, and TD Securities (USA) LLC, as remarketing agent, in connection with the US$196 million issuance by Nuveen Enhanced Municipal Credit Opportunities Fund (NZF) of Variable Rate Demand Preferred Shares (VRDP Shares) relating to the reorganization of other Nuveen municipal bond funds with and into NZF.
  • Koch Industries subsidiary acquires PetroLogistics for $2.1 billionJones Day advised Flint Hills Resources, LLC, a leading refining, chemicals, and biofuels company, and a subsidiary of Koch Industries, Inc., in its acquisition of PetroLogistics, LP, a master limited partnership that is a major U.S. producer of propylene, in a cash deal valued at approximately $2.1 billion.
  • Major financial institution purchases "termed-out" VRDP Shares in private placement by Nuveen closed-end municipal bond fundJones Day advised a major financial institution in connection with the purchase of $201 million "termed-out" Variable Rate Demand Preferred Shares (VRDP) in a private placement by a Nuveen closed-end municipal bond fund.
  • NRG Energy sells five power plants totaling 785 MW to NRG Yield Inc. for $1.2 billionJones Day represented NRG Energy, Inc. in the sale of five power plants totaling 785 MW to NRG Yield Inc. for $1.2 billion, including cash and assumed liabilities.
  • Citibank acts as liquidity provider and Citigroup Global Markets acts as remarketing agent and initial purchaser in Rule 144A offerings of VRDP Shares by three Western Asset Management Company fundsJones Day represented Citibank, N.A., as liquidity provider, and Citigroup Global Markets Inc., as remarketing agent and initial purchaser, in connection with the $330 million offering under Rule 144A by three Western Asset Management Company closed-end funds of Variable Rate Demand Preferred Shares (VRDP Shares).
  • NRG Energy sells wind assets to NRG YieldJones Day represented NRG Energy in its agreement to sell 75% of a portfolio of wind assets to NRG Yield, consisting primarily of assets acquired by NRG from Edison Mission Energy in 2014, for $210M in cash plus $145M in assumed project debt and approximately $97M in tax equity.
  • Morgan Stanley acts as underwriter in $35 million offering of TPS by Nuveen Short Duration Credit Opportunities FundJones Day represented Morgan Stanley & Co. LLC in connection with the $35 million public offering by Nuveen Short Duration Credit Opportunities Fund of Term Preferred Shares (TPS).
  • Kaiser Aluminum acquires substantially all assets of AlexcoJones Day represented Kaiser Aluminum Corporation in its acquisition of substantially all of the assets of Alexco, LLC, a manufacturer of hard alloy extrusions for the aerospace industry, for $90 million.
  • Kaiser Aluminum acquires Nichols Wire facilityJones Day advised Kaiser Aluminum Corporation in connection with its acquisition of the Nichols Wire facility in Florence, Alabama which manufactures bare mechanical alloy wire products, nails and aluminum rod for aerospace, general engineering, and automotive applications.
  • Atlas Pipeline Partners sells Elk City System for $682 million to Enbridge Energy PartnersJones Day represented Atlas Pipeline Partners, L.P. in the sale of the Elk City System to Enbridge Energy Partners, L.P. for $682 million.
  • Turnbridge Capital portfolio company acquires Horizontal Wireline ServicesJones Day advised Turnbridge Capital, LLC in connection with the acquisition and related financing by portfolio company Allied Wireline Services, LLC, an independent energy services company that provides wireline logging and other downhole information services for the oil and natural gas industry, of Horizontal Wireline Services, LLC, a wireline company with a focus on completion services in the gas well drilling industry.
  • Atlas Pipeline Partners forms Marcellus Shale Pipeline joint venture with Williams CompaniesJones Day advised Atlas Pipeline Partners (NYSE: APL) in its transaction with Williams Field Services Group, LLC, a subsidiary of The Williams Companies, Inc. (NYSE: WMB) to form Laurel Mountain Midstream, LLC.
    • View All

    April 2020 White Paper

    Underutilized Sources of Public Capital for the Clean Energy Sector

    April 2019 White Paper

    Blockchain and Tax: Navigating Uncertainty

    October 2018 Alerts

    Treasury Issues Guidance Clarifying Aspects of Opportunity Zone Program

    August 2018 Commentaries

    Incentives for Qualified Opportunity Zone Investments: Check Your Locations

    January 2018 Jones Day Publications

    The U.S. Tax Cuts and Jobs Act: Fundamental Changes to Business Taxation

    May 2016 Alerts

    IRS Extends Windpower Developers' Time to Receive Production Tax Credits

    November 2015 Commentaries

    New Partnership Tax Audit Rules Will Impact Private Investment Fund Vehicles

    October 2014 Jones Day Publications

    Global Tax Update, Issue 2

    May 2014 Jones Day Publications

    Global Tax Update, Issue 1

    December 2013 Alerts

    New Section 871(m) Regulations—A New "Sin"-less Approach
    View All

    Additional Publications

    • November 2004
      Federal and State Tax Shelter Developments, TEI Dallas Chapter
    • November 2004
      Business Purpose Doctrine, TEI Dallas Chapter

    Speaking Engagements

    • November 17, 2015
      TEI Dallas Chapter Tax Seminar
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